TIDMKZG

RNS Number : 5396U

Kazera Global PLC

29 March 2023

29 March 2023

Kazera Global plc ('Kazera' or 'the Company')

Interim Results

Kazera Global plc, the AIM-quoted investment company, announce s its unaudited Interim Results for the six months ended 31 December 2022.

Highlights

   --    Receipt of mining permit for Walviskop Heavy Mineral Sands (HMS) Project 
   --    Commenced initial production of HMS in December 2022 
   --    Diamond mine pan plant installed and commissioned at Alexander Bay Diamond Project 
   --    Ongoing disposal of African Tantalum (Pty) Ltd ('Aftan') for cash consideration of US$13m 
   --    Cash at 27 March 2023 of GBP1,258k 

Dennis Edmonds, CEO of Kazera Global, said: "We remain committed to strengthening our position as a well-funded, commodity diverse, mining investment company, and developing early-stage assets towards meaningful cash flow and resource realisation.

"Accordingly, towards the end of the period under review, we were delighted to announce the disposal of Aftan to Hebei Xinjian Construction ('Xinjian') for US$13m cash payable in several tranches to December 2023. Notably, Kazera is retaining the right to receive a debenture payment equivalent to 2.5% of gross sales of produced lithium and tantalum for the life of the Tantalite Valley Mine, and 100% ownership remains with us until Kazera is paid in full. In the interim, all costs are carried by Xinjian.

"This first realisation of returns from an investment is in line with our strategy and allows us to invest in our other assets without the need for additional capital raising, namely Whale Head Minerals (Pty) Ltd, which operates the Walviskop Heavy Mineral Sands Project ('Walviskop'), and Deep Blue Minerals (Pty) Ltd, which operates the Alexander Bay Diamond Project.

"Walviskop is a five-hectare beach sand deposit with a minimum 1.5Mt at 49.9% purity, predominantly ilmenite and garnet, which will be replenished by wave action; zircon and rutile are also present but have not been included in the modelling. Having placed an order for a screening plant to separate out the silica from the HMS and to create a saleable HMS concentrate, we expect the project to generate positive cashflow within the next six months and produce circa 6Kt HMS per month, achieving an estimated gross profit in excess of US$300,000 per month at current prices.

"Progress is also being made at the Alexander Bay Diamond Project, which is located within the 80km long Alexkor diamond fields and lying between two historic De Beers operations. With an estimated circa 2 million carats left in the tenement, mining is undertaken on a sub-contract basis from Alexkor, a government owned entity, which has the rights to all the diamonds in the area. During the period, Kazera undertook the development of a new processing facility, which is now complete and capable of handling 70 tons per hour of raw material.

"Post period end, we were delighted to welcome a new strategic investor to our register, AMS, which has extensive experience in mining and infrastructure projects. Having agreed to acquire a 29.9% interest in the Company at a 53% premium to the price per Ordinary Share immediately prior to the suspension of Kazera's trading on AIM, AMS clearly recognises the value of your company.

"Looking ahead, with cash in hand, a supportive strategic investor in AMS, and clear path towards increasing scalable production at Walviskop providing us with a highly cash generative platform with which to grow the Company further, I remain highly optimistic for 2023 and beyond.

"Finally, I would like to take this opportunity to thank the Board and management team for their continued hard work and support and look forward to providing regular updates on our progress as we focus on realising the potential of our investments and generating value for our shareholders."

Further payment from Xinjian

Since its announcement on 16 March 2023, the Company has received a further proof of payment of US$500k from Xinjian towards its purchase of Kazera's interest in Aftan, which is expected to be received imminently; the sale remains on track to complete in December 2023. This amount is not included in the calculation of the group's cash balance as stated above, of GBP1,258k.

Update re new strategic shareholder

Further to the Company's announcement on 16 March 2023, in which it was stated that, "The Company has been advised that the purchase will take place in a series of tranches during 2023, with all voting rights passing to the purchaser on payment of the first tranche.", the Company has since been advised that voting rights will pass to the purchaser on payment of the second tranche, not the first tranche as previously stated. Any further updates relating to the changes in shareholdings will be announced in accordance with the AIM Rules upon receipt of any notification in accordance with the Disclosure and Transparency Rules.

For further information on the Company, visit: www. kazeraglobal .com .

 
 Kazera Global plc                                            kazera@stbridespartners.co.uk 
  Dennis Edmonds, CEO 
 finnCap (Nominated Adviser and Joint broker)                 Tel: +44 (0)207 220 0500 
  Christopher Raggett / Fergus Sullivan (Corporate Finance) 
                                                             ------------------------------ 
 St Brides Partners (Financial PR)                            kazera@stbridespartners.co.uk 
  Paul Dulieu / Isabel de Salis / Will Turner 
                                                             ------------------------------ 
 

Condensed Consolidated Statement of Comprehensive Income

for the six-months ended 31 December 2022

 
                                                      Six months     Six months 
                                                           ended          ended 
                                                     31 December    31 December 
                                                            2022           2021 
                                            Notes      Unaudited      Unaudited 
 Continuing operations                                   GBP'000        GBP'000 
-----------------------------------------  ------  -------------  ------------- 
 
 Revenue                                                      50            100 
 Cost of sales                                                 -          (100) 
-----------------------------------------  ------  -------------  ------------- 
 Gross profit                                                 50              - 
 Pre-production expenses                                       -           (72) 
 Administrative expenses                                   (531)          (529) 
-----------------------------------------  ------  -------------  ------------- 
 Operating loss before taxation                            (481)          (601) 
 
 Income tax                                                    -              - 
-----------------------------------------  ------  -------------  ------------- 
 Loss for the period                                       (481)          (601) 
-----------------------------------------  ------  -------------  ------------- 
 
 Total comprehensive income 
-----------------------------------------  ------  -------------  ------------- 
 Loss attributable to owners of 
  the Company                                              (496)          (589) 
 Non-controlling interests                                    15           (12) 
                                                           (481)          (601) 
-----------------------------------------  ------  -------------  ------------- 
 
 Other comprehensive income 
 Exchange gains/(losses) on translation 
  of foreign operations                                      261          (210) 
-----------------------------------------  ------  -------------  ------------- 
 Other comprehensive income for 
  the period, net of tax                                     261          (210) 
 
 Total comprehensive income attributable 
  to the owners of the Company                             (235)          (799) 
 
 Earnings per share: 
 Basic and diluted loss per share 
  (pence)                                     3          (0.05)p        (0.08)p 
-----------------------------------------  ------  -------------  ------------- 
 

Condensed Consolidated Statement of Financial Position

As at 31 December 2022

 
                                          31 December 
                                                 2022   30 June 2022 
                                  Notes     Unaudited        Audited 
                                              GBP'000        GBP'000 
-------------------------------  ------  ------------  ------------- 
 
 Non-current assets 
 Mines under construction                       2,912          2,961 
 Property, plant and equipment                    741            796 
 Total non-current assets                       3,653          3,757 
-------------------------------  ------  ------------  ------------- 
 
 Current assets 
 Trade and other receivables                      466            279 
 Cash and cash equivalents                        595            637 
-------------------------------  ------  ------------  ------------- 
 Current assets                                 1,061            916 
-------------------------------  ------  ------------  ------------- 
 Total assets                                   4,714          4,673 
-------------------------------  ------  ------------  ------------- 
 
 Current liabilities 
 Trade and other payables           4           1,718            652 
 Total current liabilities                      1,718            652 
-------------------------------  ------  ------------  ------------- 
 
 Non-current liabilities 
 Other payables                                     -            826 
 Provisions                                        55             54 
-------------------------------  ------  ------------  ------------- 
 Total non-current liabilities                     55            880 
-------------------------------  ------  ------------  ------------- 
 Total liabilities                              1,771          1,532 
-------------------------------  ------  ------------  ------------- 
 
 Net assets                                     2,942          3,141 
-------------------------------  ------  ------------  ------------- 
 
 Equity attributable to owners 
  of the parent 
 Share Capital                                  3,516          3,516 
 Share Premium                                 17,556         17,556 
 Capital redemption reserve                     2,077          2,077 
 Share-based payments reserve                     463            443 
 Foreign exchange reserve                       (233)          (494) 
 Retained Earnings                           (20,403)       (19,908) 
-------------------------------  ------  ------------  ------------- 
 Equity attributable to owners 
  of the Company                                2,976          3,190 
-------------------------------  ------  ------------  ------------- 
 Non-controlling interests                       (34)           (49) 
-------------------------------  ------  ------------  ------------- 
 Total equity                                   2,942          3,141 
-------------------------------  ------  ------------  ------------- 
 

Condensed Consolidated Statement of Changes in Equity

for the six-month period ended 31 December 2022

 
                                           Capital   Share-based    Foreign                     Equity   Non-controlling 
                     Share      Share   redemption       payment   exchange    Retained   attributable         interests 
                   Capital    Premium      reserve       reserve    reserve    earnings      to owners           GBP'000      Total 
                   GBP'000    GBP'000      GBP'000       GBP'000    GBP'000     GBP'000        GBP'000                       equity 
 Unaudited                                                                                                                  GBP'000 
---------------  ---------  ---------  -----------  ------------  ---------  ----------  -------------  ----------------  --------- 
 
 1 July 2021         3,279     15,863        2,077           337      (477)    (17,917)          3,162              (29)      3,133 
 
 Loss for the 
  period                 -          -            -             -          -       (589)          (589)              (12)      (601) 
 
 Other 
 comprehensive 
 income: 
 Exchange 
  movement 
  on 
  translation 
  of foreign 
  operations             -          -            -             -      (210)           -          (210)                 -      (210) 
---------------  ---------  ---------  -----------  ------------  ---------  ----------  -------------  ----------------  --------- 
 Total 
  comprehensive 
  income for 
  the 
  period                 -          -            -             -      (210)       (589)          (799)              (12)      (811) 
 
 Transactions 
  with owners: 
 Issue of share 
  capital               61        454            -             -          -           -            515                 -        515 
 Share-based 
  payment 
  charges                -          -            -            55          -           -             55                 -         55 
---------------  ---------  ---------  -----------  ------------  ---------  ----------  -------------  ----------------  --------- 
 
 Total 
  transactions 
  with owners, 
  recognised 
  directly 
  in equity             61        454            -            55          -           -            570                 -        570 
---------------  ---------  ---------  -----------  ------------  ---------  ----------  -------------  ----------------  --------- 
 
 Balance at 31 
  December 2021      3,340     16,317        2,077           392      (687)    (18,506)          2,933              (41)      2,892 
---------------  ---------  ---------  -----------  ------------  ---------  ----------  -------------  ----------------  --------- 
 
 
                                           Capital   Share-based    Foreign                      Equity   Non-controlling 
                     Share      Share   redemption       payment   exchange     Retained   attributable         interests 
                   Capital    Premium      reserve       reserve    reserve     earnings      to owners           GBP'000      Total 
                   GBP'000    GBP'000      GBP'000       GBP'000    GBP'000      GBP'000        GBP'000                       equity 
 Unaudited                                                                                                                   GBP'000 
---------------  ---------  ---------  -----------  ------------  ---------  -----------  -------------  ----------------  --------- 
 
 1 July 2022         3,516     17,556        2,077           443      (494)     (19,908)          3,190              (49)      3,141 
 
 Loss for the 
  period                 -          -            -             -          -        (496)          (496)                15      (481) 
 
 Other 
 comprehensive 
 income: 
 Exchange 
  movement 
  on 
  translation 
  of foreign 
  operations             -          -            -             -        261            -            261                 -        261 
---------------  ---------  ---------  -----------  ------------  ---------  -----------  -------------  ----------------  --------- 
 Total 
  comprehensive 
  income for 
  the 
  period                 -          -            -             -        261        (496)          (235)                15      (220) 
 
 Transactions 
  with owners: 
 Share-based 
  payment 
  charges                -          -            -            20          -            -             20                 -         20 
---------------  ---------  ---------  -----------  ------------  ---------  -----------  -------------  ----------------  --------- 
 
 Total 
  transactions 
  with owners, 
  recognised 
  directly 
  in equity              -          -            -            20          -            -             20                 -         20 
---------------  ---------  ---------  -----------  ------------  ---------  -----------  -------------  ----------------  --------- 
 
 Balance at 31 
  December 2022      3,516     17,556        2,077           463      (233)     (20,403)          2,976              (34)      2,942 
---------------  ---------  ---------  -----------  ------------  ---------  -----------  -------------  ----------------  --------- 
 

Condensed Consolidated Statement of Cash Flows

for the six-month period ended 31 December 2022

 
                                                            Six months     Six months 
                                                                    to             to 
                                                           31 December    31 December 
                                                                  2022           2021 
                                                             Unaudited      Unaudited 
                                                               GBP'000        GBP'000 
------------------------------------------------------   -------------  ------------- 
  Cash flows from operating activities 
 Loss before taxation                                            (481)          (601) 
 Depreciation                                                       63             65 
 Net foreign exchange                                            (378)          (143) 
 Share-based payments charge and other non-cash 
  items                                                             20             55 
 Net cashflow before changes in working capital                  (776)          (624) 
 Increase in receivables                                         (186)           (24) 
 Increase in payables                                              243            427 
 Net cash used in operating activities                           (719)          (220) 
-------------------------------------------------------  -------------  ------------- 
 
 Cash flows from investing activities 
 Development costs                                                (26)          (259) 
 Proceeds from proposed sale of investment                         828              - 
 Net cash generated from/(used) in investing 
  activities                                                       802          (259) 
-------------------------------------------------------  -------------  ------------- 
 
 Cash flows from financing activities 
 Issue of share capital                                              -            515 
 Repayment of borrowings                                         (125)              - 
 Net cash (used in)/generated from financing 
  activities                                                     (125)            515 
-------------------------------------------------------  -------------  ------------- 
 
 Net (decrease)/increase in cash and cash equivalents 
  during the period                                               (42)             36 
 Cash at the beginning of period                                   637             47 
 
 Cash and cash equivalents at the end of the 
  period                                                           595             83 
-------------------------------------------------------  -------------  ------------- 
 

Notes to the condensed consolidated interim financial information

   1        GENERAL INFORMATION 

Kazera is public limited company incorporated and domiciled in the United Kingdom; its Ordinary shares are quoted on AIM of the London Stock Exchange.

   2        BASIS OF PREPARATION 

The accounting policies, methods of computation and presentation used in the preparation of the condensed consolidated interim financial information are the same as those used in the Group's audited financial statements for the year ended 30 June 2022. There have been no changes to the reported figures as a result of any new reporting standards or interpretations.

Basis of preparation

The condensed interim financial statements have been prepared in accordance with the requirements of the AIM Rules for Companies. As permitted, the Company has chosen not to adopt IAS 34 "Interim Financial Statements" in preparing this interim financial information. The condensed interim financial statements should be read in conjunction with the annual financial statements for the year ended 30 June 2022, which have been prepared in accordance with international accounting standards in conformity with the Companies Act 2006.

The financial information set out in this interim report is unaudited and does not constitute statutory accounts as defined in section 434 of the Companies Act 2006. The Company's statutory financial statements for the period ended 30 June 2022, prepared under international accounting standards in conformity with the Companies Act 2006, have been filed with the Registrar of Companies. The auditor's report on those financial statements was unqualified and did not contain a statement under section 498 (2) or (3) of the Companies Act 2006.

Comparatives

The Group has presented comparatives for the statement of comprehensive income, statement of cash flows and statement of changes in equity for the six months ended 31 December 2021; and a statement of financial position as at 30 June 2022 in accordance with the requirements of the AIM Rules for Companies.

Risks and uncertainties

The Board continuously assesses and monitors the key risks of the business. The key risks that could affect the Company's medium-term performance and the factors that mitigate those risks have not substantially changed from those set out in the Company's 2022 Annual Report and Financial Statements, a copy of which is available on the Company's website, www.kazeraminerals.com .

Critical accounting estimates and judgements

The preparation of condensed interim financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the end of the reporting period. Significant items subject to such estimates are set out in the Company's 2022 Annual Report and Financial Statements. The nature and amounts of such estimates have not changed during the interim period.

Going Concern

The financial position of the Group and cash flows as at 31 December 2022 are set out above. The Group meets its day-to-day working capital and other funding requirements with its current cash, raised through equity placings, revenue from its cash generating assets, and the disposal of African Tantalum (Pty) Ltd. On the basis of current financial projections (at least 12 months) the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence, and meet its liabilities as they fall due, for the foreseeable future. Accordingly, the Directors consider it appropriate to adopt the going concern basis in preparing this financial information.

   3        EARNINGS PER SHARE 

Basic earnings per share is calculated by dividing the loss attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the period.

 
 
                                                                      Six months 
                                                   Six months to              to 
                                                     31 December     31 December 
                                                            2022            2021 
                                                        GBP'000s        GBP'000s 
 Loss from continuing operations attributable 
  to equity holders of the Company                         (496)           (589) 
 Weighted average number of ordinary shares 
  in issue                                           937,164,911     744,005,591 
----------------------------------------------  ----------------  -------------- 
 
 Basic and fully diluted loss per share 
  from continuing operations                             (0.05)p         (0.08)p 
----------------------------------------------  ----------------  -------------- 
 
   4        TRADE AND OTHER PAYABLES 

On 20 December 2022, the Company announced that it had entered into an agreement to sell its interest in 100% of the shares in African Tantalum (Pty) Ltd to Hebei Xinjian Construction ("Xinjian") for a cash sum of USD13 million (the "Transaction"); included in trade and other payables are amounts totalling GBP828k with respect to initial proceeds of the Transaction.

   5        SHARE OPTIONS AND WARRANTS 

The total number of share options and share warrants in issue as at 30 June 2022 and 31 December 2022 were as follows:

 
                                      Share warrants 
  Exercise      Expiry      At 30 June                                     At 31 December 
  Price (p)      Date             2022   Issued   Exercised       Lapsed             2022 
    2.00      27/12/2022    10,000,000        -           -   10,000,000                - 
    2.00      27/12/2022     2,500,000        -           -    2,500,000                - 
    2.00      04/01/2023     5,000,000        -           -            -        5,000,000 
    2.00      12/01/2023       325,000        -           -            -          325,000 
    2.00      31/01/2023    10,000,000        -           -            -       10,000,000 
    2.00      01/02/2023     6,000,000        -           -            -        6,000,000 
    1.00      31/05/2023   157,331,500        -           -            -      157,331,500 
  1.00(1)     30/10/2023    39,397,643        -           -            -       39,722,643 
                           189,354,143        -           -   12,500,000      179,179,143 
 

(1) As required under the terms of the warrant instruments dated 27 October 2021, the exercise price of the warrants was adjusted to match the price at which equity issue announced on 5 May 2022.

 
                                       Share options 
  Exercise      Expiry     At 30 June                                        At 31 December 
  Price (p)      Date            2022       Issued   Exercised      Lapsed             2022 
    1.75      20/12/2022    3,300,000            -           -   3,300,000                - 
    2.00      12/01/2023    1,500,000            -           -           -        1,500,000 
    1.75      20/12/2023    3,300,000            -           -           -        3,300,000 
    1.75      20/12/2024    3,400,000            -           -           -        3,400,000 
    1.00      03/06/2025   26,500,000            -           -           -       26,500,000 
    1.00      08/07/2027            -    3,000,000                                3,000,000 
    1.00      18/07/2027            -    4,000,000                                4,000,000 
    1.00      03/11/2027            -    1,500,000           -           -        1,500,000 
    1.00      03/11/2027            -   15,000,000                               15,000,000 
-----------  -----------  -----------  -----------  ----------  ----------  --------------- 
                           36,500,000   23,500,000           -   3,300,000       56,700,000 
 
   6        EVENTS AFTER THE REPORTING PERIOD 

On 14 March 2023, Odilon Kasongo Ilunga, resigned as a director of the Company.

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March 29, 2023 02:00 ET (06:00 GMT)

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